- The Special Committee and the Board unanimously determined
that the Arrangement continues to be in the best interests of the
Company and fair to Minority Shareholders
- The Board confirms its unanimous recommendation that
Minority Shareholders vote FOR the Arrangement Resolution
- The Special Meeting is scheduled to be held at 12:00 p.m.
(Montreal time) on December 9, 2022
- The Record Date for the Special Meeting remains September
19, 2022
- No action is required from shareholders that have already
voted and do not intend to change their vote or exercise dissent
rights
Turquoise Hill Resources Ltd. (TSX: TRQ) (NYSE: TRQ) (“Turquoise
Hill” or the “Company”) announced today that the Supreme Court of
Yukon (the “Court”) has issued an order amending the interim order
(as so amended, the “Amended Interim Order”) to, among other
things, set a date for the postponed special meeting of Turquoise
Hill shareholders (the “Special Meeting”). Pursuant to the Amended
Interim Order, the Special Meeting will be held on December 9,
2022, at 12:00 p.m. (Montreal time) in person at Norton Rose
Fulbright Canada LLP, 1 Place Ville Marie, Suite 2500, Chapleau
Room, Montreal,Quebec, Canada, H3B 1R1 and in virtual format via
live audio webcast at https://web.lumiagm.com/449028588. At the
Special Meeting, shareholders will be asked to consider and, if
thought advisable, pass a special resolution to approve the
previously announced plan of arrangement (the “Arrangement”) under
the Business Corporations Act (Yukon) (the “YBCA”) pursuant to
which, among other things and subject to the satisfaction or waiver
of all applicable conditions precedent, Rio Tinto International
Holdings Limited (“Rio Tinto”) will acquire the approximately 49%
of the issued and outstanding common shares of Turquoise Hill that
Rio Tinto and its affiliates do not currently own (the “Minority
Shares”) for C$43.00 per share in cash.
The receipt of the Amended Interim Order follows the previously
announced termination by Rio Tinto of agreements entered into on
November 1, 2022 (the “Named Shareholder Agreements”) between Rio
Tinto, Rio Tinto plc (the “Parent”) and certain shareholders of the
Company related to Pentwater Capital Management LP and SailingStone
Capital Partners LLC (collectively, the “Named Shareholders”) and
certain Irrevocable Commitments (as defined below) made by Rio
Tinto for the benefit of all holders of Minority Shares, as
described in the Company’s November 18, 2022 press release (the
“November 18 Press Release”). The Company was not a party to either
the entry into or the termination of the Named Shareholder
Agreements.
Terms of the Irrevocable Commitments
As described in the November 18 Press Release, pursuant to the
Irrevocable Commitments, Rio Tinto has committed to do the
following:
- (i) pay C$34.40 per share (the “Upfront Payment”) to any
Turquoise Hill shareholder who validly dissents and who, not later
than two business days prior to the effective date of the
Arrangement (the “Effective Date”), validly elects to receive such
amount (an “Electing Shareholder”), which Upfront Payment will be
paid within two business days of the Effective Date provided that
all required materials are submitted by an Electing Shareholder in
advance; and (ii) pay to an Electing Shareholder the balance of any
“fair value” that becomes payable under the dissent process over
and above the Upfront Payment plus interest at an annual rate equal
to the Canada 1 Year Treasury Bill Yield determined as of 5:00 p.m.
(Montreal time) on the Effective Date on such balance up to C$43.00
in fair value per share calculated from the Effective Date to the
date of payment, provided that no other interest shall be payable
to an Electing Shareholder in respect of any fair value payment
(collectively, the “Dissent Payment Election”); and
- allow any oppression claims by any holder of Minority Shares
(each, a “Minority Shareholder”) against Turquoise Hill, the Parent
or their respective affiliates to survive the Arrangement and be
pursued following the Effective Date, where such claims are served
on or provided to Turquoise Hill and the Parent no later than seven
days following the Effective Date;
(collectively, the “Irrevocable Commitments”).
Under the dissent procedures, there is no floor or minimum to
the determination of “fair value” and no assurance of the amount
that Dissenting Shareholders (as defined below) will receive for
their shares.
On November 24, 2022, the Company, Rio Tinto and the Parent
entered into an amendment (the “Arrangement Agreement Amendment”)
to the arrangement agreement dated September 5, 2022 among the
Company, Rio Tinto and the Parent (the “Arrangement Agreement”) in
order to amend the plan of arrangement to give effect to the
Irrevocable Commitments (as so amended, the “Amended Plan of
Arrangement”). As a result, if the Arrangement is completed, Rio
Tinto will be obligated to comply with the Irrevocable Commitments
pursuant to the final order of the Court approving the Arrangement
(the “Final Order”).
In addition, pursuant to the Arrangement Agreement
Amendment:
- the dissent closing condition in the Arrangement Agreement was
amended to increase the threshold for Turquoise Hill shares for
which dissent is validly exercised from 12.5% to 17.5% (the
“Modified Dissent Condition”); and
- Rio Tinto and the Parent each represented to the Company that,
prior to the Effective Date, without the prior written consent of
the Company or except for the payment to a Dissenting Shareholder
of C$43.00 for some or all of the shares held by such Dissenting
Shareholder, they will not enter into any contracts, undertakings,
commitments, arrangements or understandings with any Turquoise Hill
shareholder, member of management or member of the Turquoise Hill
Board of Directors (the “Board”) relating to Turquoise Hill’s
securities, the Arrangement or the special resolution of Turquoise
Hill shareholders to approve the Arrangement (the “Arrangement
Resolution”).
Background to the Irrevocable Commitments
On the evening of Sunday, October 30, 2022, the Special
Committee of the Board of Directors of the Company (the “Special
Committee”) was first advised that Rio Tinto was in negotiations
with the Named Shareholders to enter into the Named Shareholder
Agreements pursuant to which Rio Tinto and the Named Shareholders
would agree to private resolution of their dissent rights and
asserted oppression claims in exchange for the Named Shareholders
withholding their votes in connection with the Arrangement (i.e.,
not voting for or against the Arrangement).
In advance of the execution of the Named Shareholder Agreements,
the Special Committee expressed concern to Rio Tinto regarding the
differential treatment of Minority Shareholders resulting from the
Named Shareholder Agreements and suggested to Rio Tinto that it
provide terms comparable to those in the Named Shareholder
Agreements to all Minority Shareholders. Rio Tinto advised that it
would not make the terms of the Named Shareholder Agreements
available to all Minority Shareholders. The Special Committee also
expressed its concern to Rio Tinto that, in light of the pending
announcement of the Named Shareholder Agreements, Minority
Shareholders would need additional time in advance of the Special
Meeting to consider new information related to the Named
Shareholder Agreements. In response to the concern of the Special
Committee, Rio Tinto requested that the Company postpone the
Special Meeting then scheduled for November 1, 2022 to November 8,
2022. The postponement was also intended to provide Rio Tinto and
the Special Committee with additional time to consider whether
terms comparable to those in the Named Shareholder Agreements could
be offered to all Minority Shareholders.
On November 1, 2022, Rio Tinto and the Parent entered into the
Named Shareholder Agreements with the Named Shareholders. Turquoise
Hill was not a party to the Named Shareholder Agreements and
neither it nor the Special Committee was involved in negotiating
the Named Shareholder Agreements.
Following the public announcement of the Named Shareholder
Agreements, the Company and the Special Committee received a number
of complaints from Minority Shareholders and inquiries from
securities regulators, including the Autorité des marchés
financiers (the “AMF”), regarding the Named Shareholder
Agreements.
In the days that followed, counsel to the Special Committee
engaged with counsel to Rio Tinto in order to seek to address the
differential treatment of Minority Shareholders resulting from the
Named Shareholder Agreements and engaged in discussions with
securities regulators, including the AMF, regarding the Named
Shareholder Agreements. To allow the Special Committee and Rio
Tinto time to continue their discussions and in response to
requests from the AMF, on November 6, 2022, at Rio Tinto’s request,
the Company announced a further postponement of the Special Meeting
to November 15, 2022. Subsequent to this announcement, counsel to
the Special Committee and counsel to Rio Tinto continued to discuss
a framework for providing terms comparable to those provided in the
Named Shareholder Agreements to all Minority Shareholders.
Following several further discussions regarding the Named
Shareholder Agreements, the AMF advised the Company that, in light
of the Named Shareholder Agreements, the AMF considered the
transaction as then structured to raise public interest concerns.
On November 9, 2022, the Company announced a further postponement
of the Special Meeting to a date to be determined while the Special
Committee continued to engage with Rio Tinto to address the impact
of the Named Shareholder Agreements and seek to provide comparable
terms to all Minority Shareholders.
On November 17, 2022, Rio Tinto announced that it and the Named
Shareholders had agreed to terminate the Named Shareholder
Agreements and that Rio Tinto would be providing the Irrevocable
Commitments to all Minority Shareholders. As a result of the
termination of the Named Shareholder Agreements and the provision
of the Irrevocable Commitments to all Minority Shareholders, none
of the Named Shareholders are receiving any “collateral benefit”
(as such term is defined in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions) in
connection with the Arrangement. In addition, as a result of the
termination of the Named Shareholder Agreements, there is no
assurance that any of the Named Shareholders will abstain from the
vote on the Arrangement or vote for or against the Arrangement.
For additional information regarding the background to the
Arrangement, please see “Special Factors – Background to the
Arrangement” in the Company’s management proxy circular dated
September 27, 2022 (the “Circular”).
Recommendation of the Board and the Special Committee
The Special Committee carefully considered, among other things
(i) the termination of the Named Shareholder Agreements; (ii) the
fact that all Minority Shareholders will have equal economic and
procedural dissent rights as provided under Section 193 of the
YBCA, as modified by the Amended Plan of Arrangement and the
Amended Interim Order; (iii) the fact that all Minority
Shareholders will be entitled, at their option, to rely on the
Irrevocable Commitments as set out in the Amended Plan of
Arrangement; (iv) the incremental benefit of the Upfront Payment to
Dissenting Shareholders in dispelling uncertainty and saving
certain court-related costs and fees as compared to a Dissenting
Shareholder availing itself of rights under Section 193 of the YBCA
to apply to the Court for an order to receive an interim payment
for all or part of the sum offered for their shares in advance of
the conclusion of their dissent proceedings; and (v) that the
Dissent Payment Election is available to all Dissenting
Shareholders, whether they vote against or abstain from voting on
the Arrangement Resolution. Based on the foregoing, the Special
Committee determined that the Irrevocable Commitments do not
negatively impact or change any of the reasons or factors
considered by the Special Committee in making its original
determination as to the fairness of the Arrangement to Minority
Shareholders and recommendation to the Board in connection with the
Arrangement, which are set out in the Circular under the heading
“Special Factors – Position of Turquoise Hill as to Fairness of the
Arrangement – Reasons for the Recommendation” (the “Original
Reasons”). As a result and having regard to the Original Reasons as
supplemented by the foregoing, the Special Committee unanimously
determined that the Arrangement continues to be in the best
interests of the Company and fair to Minority Shareholders,
including unaffiliated securityholders of the Company, and
unanimously recommended that the Board continue to recommend that
Minority Shareholders vote in favour of the Arrangement
Resolution.
On the unanimous recommendation of the Special Committee, the
Board (with conflicted directors having recused themselves)
unanimously determined that the Arrangement continues to be in the
best interests of the Company and fair to the Minority
Shareholders, including unaffiliated security holders of the
Company, and continues to recommend that the Minority Shareholders
vote in favour of the Arrangement Resolution.
For additional information regarding the original
recommendations of the Special Committee and the Board related to
the Arrangement, including the Original Reasons, please see
“Special Factors – Position of Turquoise Hill as to Fairness of the
Arrangement – Reasons for the Recommendation”, “Special Factors –
Recommendation of the Special Committee” and “Special Factors –
Recommendation of the Board” in the Circular.
Shareholder Approval of the Arrangement
Implementation of the Arrangement is subject to the approval of:
(i) at least two-thirds (66⅔%) of the votes cast by shareholders
present in person, virtually present or represented by proxy at the
Special Meeting, voting as a single class; and (ii) because the
proposed Arrangement is subject to MI 61-101, a simple majority
(more than 50%) of the votes cast by shareholders present in
person, virtually present or represented by proxy at the Special
Meeting, excluding the votes of Rio Tinto and its affiliates and of
any other shareholders whose votes are required to be excluded
pursuant to MI 61-101.
Meeting Details
The Special Meeting will be held on December 9, 2022, at 12:00
p.m. (Montreal time) in person at Norton Rose Fulbright Canada LLP,
1 Place Ville Marie, Suite 2500, Chapleau Room, Montreal,Quebec,
Canada, H3B 1R1 and in virtual format via live audio webcast at
https://web.lumiagm.com/449028588. The record date for determining
the shareholders eligible to vote at the Special Meeting will
remain the close of business on September 19, 2022 (the “Record
Date”). Only persons who are shown on the register of Shareholders
at the close of business on the Record Date, or their duly
appointed proxyholders, will be entitled to attend the Meeting and
vote on the Arrangement Resolution.
Unless they are revoked, all votes previously cast will remain
in their current form, however, all holders as of the Record Date
will have the opportunity to amend their vote until the extended
deadline of 5:00 p.m. (Montreal time) on December 8, 2022 (or, if
the Special Meeting is adjourned or postponed, 48 hours, excluding
Saturdays, Sundays and statutory holidays, prior to the
commencement of the reconvened Special Meeting).
How to Vote
Your vote is important regardless of how many shares you own.
Shareholders are encouraged to vote in advance of the Special
Meeting. If you are a registered shareholder, whether or not you
plan to attend the Special Meeting, to vote your shares at the
Special Meeting you can either return a duly completed and executed
form of proxy to the Company’s transfer agent, TSX Trust Company
(the “Transfer Agent”), Proxy Department, by mail at: TSX Trust
Company, 1200-1 Toronto Street, Toronto, Ontario M5C 2V6, or TSX
Trust Company, 1600‑2001 Robert-Bourassa Blvd., Montreal,Quebec H3A
2A6, or via the internet at www.tsxtrust.com/vote-proxy not later
than 4:00 p.m. (Montreal time) on December 8, 2022 or, if the
Special Meeting is subsequently adjourned or postponed, 48 hours,
excluding Saturdays, Sundays and statutory holidays, prior to the
commencement of the reconvened Special Meeting. If you hold shares
through a broker, investment dealer, bank, trust company or other
intermediary (a “Beneficial Shareholder”), you should follow the
instructions provided by your intermediary to ensure your vote is
counted at the Special Meeting.
A shareholder who wishes to appoint a person other than the
management nominees identified in the form of proxy or voting
instruction form must, in addition to carefully following the
instructions in the Circular and on their form of proxy or voting
instruction form, as applicable, complete the online form at the
address https://www.tsxtrust.com/control-number-request or contact
TSX Trust Company at 1-866-751-6315 (toll-free in Canada and the
United States) or 212-235-5754 (other countries) by 4:00 p.m.
(Montreal time) on December 8, 2022 or, if the Special Meeting is
subsequently adjourned or postponed, 48 hours, excluding Saturdays,
Sundays and statutory holidays, prior to the commencement of the
reconvened Special Meeting, and provide the Transfer Agent with the
required information so that it may provide the proxyholder with a
13-digit control number by email in order to permit the proxyholder
to vote and ask questions at the Special Meeting.
A proxy may be revoked by the person giving it to the extent
that it has not yet been exercised. Shareholders who wish to revoke
a proxy after having delivered it can do so by (i) delivering a
written notice of revocation that is received by TSX Trust Company,
at 1200-1 Toronto Street, Toronto, Ontario, Canada, M5C 2V6,
Attention: Proxy Department, or at 1600-2001 Robert-Bourassa Blvd.,
Montreal,Quebec, Canada, H3A 2A6, Attention: Proxy Department, no
later than 5:00 p.m. (Montreal time) on December 8, 2022 (or, if
the Special Meeting is adjourned or postponed, 48 hours, excluding
Saturdays, Sundays and statutory holidays, prior to the
commencement of the reconvened Special Meeting), or delivered to
the person presiding at the Special Meeting before it commences;
(ii) signing a proxy bearing a later date and depositing it in the
manner and within the time described above; (iii) attending the
Special Meeting and voting virtually if you were a registered
shareholder at the Record Date; or (iv) in any other manner
permitted by law.
Only registered shareholders can revoke a proxy. Beneficial
Shareholders who wish to change their vote must, in sufficient time
in advance of the Special Meeting, arrange for their intermediaries
to change their vote and, if necessary, revoke their proxy in
accordance with revocation procedures.
Further information regarding how shareholders may vote their
Company shares or revoke previously submitted proxies is included
under the heading “Information Concerning the Meeting and Voting”
in the Circular.
Dissent Rights
Exercise of Dissent Rights
A shareholder is not required to have been a registered
shareholder as of the Record Date in order to exercise dissent
rights in connection with the Arrangement. In order for a
registered shareholder to exercise a right of dissent (such
shareholder, a “Dissenting Shareholder”), such Dissenting
Shareholder must send to Turquoise Hill a written notice of its
objection to the Arrangement Resolution (a “Dissent Notice”) in
accordance with the dissent procedures provided in Section 193 of
the YBCA (as modified by the Amended Interim Order and Amended Plan
of Arrangement), which Turquoise Hill must receive, c/o Dustin
Isaacs, Chief Legal Officer and Corporate Secretary, at 1 Place
Ville Marie, Suite 3680, Montreal,Quebec, Canada, H3B 3P2, Canada,
with copies to each of: (i) Norton Rose Fulbright Canada LLP, 1
Place Ville Marie, Suite 2500, Montreal,Quebec, Canada, H3B 1R1,
Attention: Steve Malas, email: steve.malas@nortonrosefulbright.com,
and Orestes Pasparakis, email:
orestes.pasparakis@nortonrosefulbright.com; (ii) McCarthy Tétrault
LLP, Toronto-Dominion Bank Tower, 66 Wellington Street West, Suite
5300, P.O. Box 48, Toronto, Ontario, Canada, M5K 1E6, Attention:
Eva Bellissimo, email: ebellissimo@mccarthy.ca; and Shea Small,
email: ssmall@mccarthy.ca; and (iii) TSX Trust Company, 1200-1
Toronto Street, Toronto, Ontario, Canada, M5C 2V6, Attention: Proxy
Department, or at 1600-2001 Robert-Bourassa Blvd., Montreal,Quebec,
Canada, H3A 2A6, Attention: Proxy Department, by no later than 4:00
p.m. (Montreal time) on December 8, 2022 (or, if the Special
Meeting is adjourned or postponed, 48 hours, excluding Saturdays,
Sundays and statutory holidays, prior to the commencement of the
reconvened Special Meeting), and must otherwise strictly comply
with the dissent procedures described in the Circular, the Amended
Interim Order, the Amended Plan of Arrangement and Section 193 of
the YBCA, as modified by the Amended Interim Order and/or the
Amended Plan of Arrangement.
The filing of a Dissent Notice does not deprive a registered
shareholder of the right to vote at the Special Meeting. However, a
shareholder’s Dissent Notice will be deemed to be automatically
revoked if such shareholder has voted in favour of the Arrangement
Resolution, whether in person, virtually or by proxy.
Only registered shareholders of the Company are entitled to
exercise dissent rights. Accordingly, Beneficial Shareholders who
wish to exercise dissent rights must make arrangements for the
shares beneficially owned by them to be registered in their name
through their intermediary prior to the time the Dissent Notice is
required to be received by the Company or, alternatively, make
arrangements for the registered holder of such shares to exercise
dissent rights on their behalf. Beneficial Shareholders are advised
to contact their intermediary for assistance in lodging a
dissent.
Prior to the effective time for the Arrangement, any beneficial
owner of shares who has properly exercised dissent rights by
causing the registered shareholder to exercise dissent rights on
such beneficial owner’s behalf must transfer such Shares into
registered form. Any shareholder who needs assistance in completing
this process may contact the Company’s proxy solicitation agent and
strategic shareholder advisor, Kingsdale Advisors, at
1-888-370-3955 (toll-free in North America), or by calling collect
at 416-867-2272 (outside of North America) or by email at
contactus@kingsdaleadvisors.com.
A Dissenting Shareholder may withdraw its dissent at any time in
advance of the effective time for the Arrangement by way of written
notice to the Company.
For information on certain tax consequences of exercising
dissent rights, Minority Shareholders should refer to the Circular.
Minority Shareholders are urged to consult their own tax advisors
to determine the particular tax consequences to them of exercising
dissent rights.
For additional information, please see “Dissenting Shareholders’
Rights” in the Circular.
Making A Dissent Payment Election
An election form (the “Dissent Election Form”) pursuant to which
a Dissenting Shareholder may make the Dissent Payment Election is
available on the Company’s profiles on SEDAR at www.sedar.com and
EDGAR at www.sec.gov and on the Company’s website. In order to make
the Dissent Payment Election, a fully completed Dissent Election
Form must be submitted to TSX Trust Company in accordance with the
instructions set out therein by no later than 5:00 p.m. (Montreal
time) on December 14, 2022. Electing Shareholders will receive the
Upfront Payment within two business days of the Effective Date,
subject to the submission of a fully completed Dissent Election
Form and all other necessary documentation set out therein.
Final Order
Subject to the terms of the Arrangement Agreement, following the
approval of the Arrangement Resolution by shareholders, the Company
will make an application to the Court for the Final Order. An
application for the Final Order approving the Arrangement is
expected to be presented before the Court on December 14, 2022 at
10:00 a.m. (Whitehorse time) or as soon as counsel may be heard at
the Courthouse located at 2134 Second Avenue, Whitehorse, Yukon,
Canada, Y1A 5H6 or in such other place as the Court may determine
(the “Final Hearing”). A copy of the Petition for the Final Order
is set forth in Appendix F to the Circular. Any shareholder who
wishes to appear and be heard at the Final Hearing must file by
December 12, 2022 at 10:00 a.m. (Whitehorse time) an “appearance
and response” in the respective forms prescribed by the Rules of
Court of the Supreme Court of Yukon, together with a copy of all
material on which the shareholder intends to rely at the
application for the Final Order, as well as an outline of the
shareholder’s proposed submissions and serve same on Turquoise
Hill’s counsel c/o Norton Rose Fulbright Canada LLP, 1 Place Ville
Marie, Suite 2500, Montreal, Quebec, Canada, H3B 1R1, Attention:
Steve Malas, email: steve.malas@nortonrosefulbright.com with a copy
to Orestes Pasparakis, email:
orestes.pasparakis@nortonrosefulbright.com.
At the Final Hearing, the Court will consider, among other
things, the fairness of the Arrangement. The Court may approve the
Arrangement in any manner the Court may direct, subject to
compliance with such terms and conditions, if any, as the Court
deems fit. In the event that the Final Hearing is postponed,
adjourned or rescheduled then, subject to any further order of the
Court, only those persons having previously served an appearance
and response in compliance with the Petition and the Amended
Interim Order will be given notice of the postponement, adjournment
or rescheduled date.
In addition to the receipt of the requisite approval of the
shareholders of the Company and the Final Order, the completion of
the Arrangement is subject to the satisfaction or waiver of the
other customary conditions to completion of the Arrangement,
including the Modified Dissent Condition.
Additional Information
This press release supplements disclosure in the Circular in
accordance with paragraph 16 of the Amended Interim Order. In
addition, the Company has filed a supplement to the Circular dated
November 24, 2022 with respect to the information set out in this
press release on the Company’s profiles on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
The terms of the Arrangement and the Arrangement Agreement are
further described in the Circular and associated form of proxy and
letter of transmittal (collectively, the “Meeting Materials”). The
Meeting Materials and Amended Interim Order are filed and available
under Turquoise Hill’s profiles on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov. In addition, the Arrangement Agreement
Amendment and Amended Plan of Arrangement will be filed and
available under Turquoise Hill’s profiles on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
Amendment to Schedule 13E-3
On November 21, 2022, the Company filed an amendment to its Rule
13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule
13E-3”) previously filed with the U.S. Securities and Exchange
Commission (the “SEC”) on September 29, 2022, and amended on
October 12, 2022 and November 3, 2022, which amendment sets out
additional information regarding Rio Tinto’s position as to the
fairness of the Arrangement in light of the termination of the
Named Shareholder Agreements and the Irrevocable Commitments.
The Company will file an additional amendment (the “Schedule
13E-3 Amendment”) to its Schedule 13E-3 that will be available on
the Company’s profiles on SEDAR at www.sedar.com and EDGAR at
www.sec.gov. Shareholders are encouraged to carefully read the
Schedule 13E-3 Amendment together with the Schedule 13E-3,
including all other amendments thereto, and the Circular.
Questions
If you have any questions about voting your proxy or the
information contained in this press release in connection with the
Special Meeting of shareholders please contact our proxy
solicitation agent and strategic shareholder advisor, Kingsdale
Advisors, at 1-888-370-3955 (toll-free in North America), or by
calling collect at 416-867-2272 (outside of North America) or by
email at contactus@kingsdaleadvisors.com.
About Turquoise Hill
Turquoise Hill is an international mining company focused on the
operation and continued development of the Oyu Tolgoi copper-gold
mine in Mongolia, which is the Company’s principal and only
material mineral resource property. Turquoise Hill’s ownership of
the Oyu Tolgoi mine is held through a 66% interest in Oyu Tolgoi
LLC; Erdenes Oyu Tolgoi LLC, a Mongolian state-owned entity, holds
the remaining 34% interest.
Forward-looking Statements and Forward-looking
Information
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of the
Company’s beliefs, intentions and expectations about developments,
results and events which will or may occur in the future,
constitute “forward-looking information” within the meaning of
applicable Canadian securities legislation and “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements and information relate to future events
or future performance, reflect current expectations or beliefs
regarding future events and are typically identified by words such
as “anticipate”, “believe”, “could”, “estimate”, “expect”,
“intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and
similar expressions suggesting future outcomes or statements
regarding an outlook. These include, but are not limited to,
statements regarding the Arrangement, including the anticipated
timing and outcome of the Special Meeting and of the Final
Hearing.
Forward-looking statements and information are made based upon
certain assumptions and other important factors that, if untrue,
could cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such statements or
information. There can be no assurance that such statements or
information will prove to be accurate. Such statements and
information are based on numerous assumptions regarding the ability
of the parties to receive in a timely manner and on satisfactory
terms, the necessary shareholder approvals (including the minority
approval) and Court approval of the Arrangement; the ability of the
parties to satisfy, in a timely manner, the other conditions to the
completion of the Arrangement, and other expectations and
assumptions concerning the Arrangement, present and future business
strategies, local and global economic conditions, and the
environment in which the Company will operate. The anticipated
dates indicated may change for a number of reasons, including the
inability to receive, in a timely manner, the necessary shareholder
approvals (including the minority approval) and Court approval, or
the necessity to extend the time limits for satisfying the other
conditions to the completion of the Arrangement.
Readers are cautioned not to place undue reliance on
forward-looking information or statements. By their nature,
forward-looking statements involve numerous assumptions, inherent
risks and uncertainties, both general and specific, which
contribute to the possibility that the predicted outcomes will not
occur. Events or circumstances could cause the Company’s actual
results to differ materially from those estimated or projected and
expressed in, or implied by, these forward-looking statements.
Important factors that could cause actual results to differ from
these forward-looking statements are included the “Risk Factors”
section of the Circular and in the “Risk Factors” section of the
Company’s Annual Information Form, as supplemented by the “Risks
and Uncertainties” section of the Company’s Management Discussion
and Analysis for the three and nine months ended September 30, 2022
(“Q3 2022 MD&A”). Further information regarding these and other
risks, uncertainties or factors included in Turquoise Hill’s
filings with the SEC as well as the Schedule 13E-3 and the
Circular.
Readers are further cautioned that the lists of factors
enumerated in the “Risk Factors” section of the Circular, the “Risk
Factors” section of the Company’s Annual Information Form, the
“Risks and Uncertainties” section of the Q3 2022 MD&A and the
Schedule 13E-3 that may affect future results are not exhaustive.
Investors and others should carefully consider the foregoing
factors and other uncertainties and potential events and should not
rely on the Company’s forward-looking statements and information to
make decisions with respect to the Company. Furthermore, the
forward-looking statements and information contained herein are
made as of the date of this document and the Company does not
undertake any obligation to update or to revise any of the included
forward-looking statements or information, whether as a result of
new information, future events or otherwise, except as required by
applicable law. The forward-looking statements and information
contained herein are expressly qualified by this cautionary
statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221124005333/en/
Vice President Investors Relations and Communications
Roy McDowall roy.mcdowall@turquoisehill.com
Follow us on Twitter@TurquoiseHillRe
Turquoise Hill Resources (NYSE:TRQ)
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